Corporate Governance Code

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Fecha de aprobación por Junta Directiva 29 de noviembre de 2016
Acta No. 1566
Corporate Governance
Code
Code

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Date of approval by Board of Directors: November 29, 2016
Minutes No. 1566
Code
CORPORATE GOVERNANCE CODE
INTRODUCTION
Grupo Energía Bogotá S.A E.S.P., hereinafter the “Company” or “GEB S.A. ESP”, is a joint
stock company listed on the Colombian Securities Exchange, whose majority shareholder
is the Capital District (the city of Bogotá, Colombia). It is incorporated as a mixed public-
private utility services company which, in the framework of Colombian law, is autonomous
in administrative, equity and budgetary terms, and does business under the private law
regime.
The main corporate purpose of GEB S.A. ESP is the generation, transmission, distribution
and commercialization of energy, including gas and liquid fuels of all forms. It may also
acquire interests as partner or shareholder in other utility services companies, either directly
or in partnership with other parties. The Company may also develop or participate, directly
or indirectly, in engineering and infrastructure projects, and make investments in these
areas, including rendering of services and related activities.
GEB S.A. ESP is the parent company of Grupo Energía Bogotá, hereinafter the “Group” or
“GEB”, which is organized into the following three Strategic Business Groups:
i. Strategic Urban Solutions; ii. Interconnection for Market Development; and iii. Low
Emission Generation. Thus, GEB S.A. ESP acts as a “strategic hub”, enabling the active
and competitive intervention of the different GEB companies.
The corporate governance system of GEB S.A. ESP establishes the mechanisms to
manage key aspects for the growth, competitiveness and sustainability of the Company
and the Group; in this sense, it is committed to implementing the highest standards on
this matter. GEB S.A. ESP understands that its actions are defined by the decisions of
its shareholders, the Board of Directors, Senior Management and, in general, all of the
Company’s employees.
This Corporate Governance Code describes the main elements of governance of GEB S.A.
ESP and sets out guidelines of action for the Company’s governance bodies, including
certain aspects relating to GEB.

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This document is structured on the basis of the Principles of the Organization for Economic
Cooperation and Development (OECD), as well as the recommendations of the Financial
Superintendence of Colombia. Consequently, the present Code provides a general
description of the various practices that have been adopted and are more extensively
regulated by other corporate documents, such as the Corporate Bylaws, the Rules of the
General Shareholders Assembly, the Rules of the Board of Directors, the Rules of the Board
of Directors’ Committees and corporate policies, among others. It was not prepared with
the intention of repeating mandatory legal or regulatory aspects of corporate governance;
however, some sections include pertinent references in order to allow the reader to identify
certaingeneralelementsregardingcorporategovernance,ethicsandtransparencythatapply
to GEB S.A. ESP. To complement the above, GEB S.A. ESP has a Corporate Governance
Policy that encompasses all GEB companies and provides behavioral guidelines regarding
stakeholders such as shareholders, creditors and bondholders, among others.
I. SHAREHOLDERS
GEB S.A. ESP is a stock issuer listed on the Colombian Securities Exchange. Its majority
shareholder is the city of Bogotá (the Capital District of Colombia). Its minority shareholders
include individual and institutional investors, such as pension funds. In addition, given its status of
parent company of GEB, it manages relations with other shareholders of the companies in which
it holds interests. In this regard, the Company abides by the following general commitments on
three fronts:
i. Respect for the Minority Shareholders of GEB S.A. ESP: to treat all shareholders
respectfully and equally, regardless of the value of their investments or the amount of
shares they represent, as established by legal and regulatory provisions as well as by the
Company’s different corporate instruments, including the present Corporate Governance
Code.
ii. Respect for the Capital District as its majority shareholder: GEB S.A. ESP is respectful
of its relationship with its majority shareholder, and it acts in accordance with the OECD’s
Corporate Governance Guidelines for State Owned Enterprises; in return, the Company
expects a relationship guided by entrepreneurial and technical criteria and which respects
the corporate channels, such as the General Shareholders Assembly and the Board of
Directors, bodies in which representatives of the majority shareholder participate, always
bearing in mind the importance of respecting such channels in order to protect the Company’s

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interests and to create value for all shareholders.
iii. Respect for the shareholders at other GEB companies: In all its investments, the guiding
rule of GEB S.A. ESP is to maintain respectful, transparent relationships based on the
contents of this Code, to ensure that all agreements it may enter into in connection with
these investments are properly honored.
a) Rights of the Shareholders
In addition to the legal rights granted by Colombian commercial law, such as the right to call
and participate in Assembly meetings, to be paid dividends1
, to inspect and to withdraw,
and those included in the Corporate Bylaws and the Rules of the General Shareholders
Assembly, GEB S.A. ESP also recognizes the following rights to its shareholders:
i. To request specialized audits2
, when such request is made by a group of shareholders
representing at least 5% of subscribed shares. In such cases, the shareholders may
request the CEO of GEB
S.A. ESPto approve performance of specialized audits, on the account of the shareholders
who request them, and in accordance with the conditions and procedures set forth in the
Corporate Bylaws.
ii. To receive timely and sufficient information. The shareholders have the right to
receive due and effective responses to their information requests, in accordance with the
provisions of the present Code and other internal rules of GEB S.A. ESP. All information
that is of interest for other investors or that must be disseminated as relevant information
shall be made available via the website and in compliance with regulations applicable to
securities issuers.
The information to which Management has access, according to Colombian law and
to GEB S.A. ESP’s internal provisions, is subject to the duty of confidentiality and to
the acknowledgement that all their actions must be made in the best interests of the
Company and of all its shareholders. In any case, these provisions are complemented
and administered by means of the conflict of interest regime of the Board of Directors.
iii. To have access to detailed information regarding any transaction that may imply stock
dilution. In such situations, the Board of Directors must submit a report explaining the
terms of such transactions, for approval by the General Shareholders Assembly. The
aforementioned report shall be prepared by an independent external consultant.
1. The exercise of the right to obtain dividends shall be ruled by the provisions set forth in GEB S.A. ESP’s Corporate Bylaws.
2. The specialized auditor is defined as the independent professional or group of professionals who study, analyze and issue an
opinion on a specific subject. The specialized audit is to be carried out in accordance with what is set forth in the present Code.
The specialized auditor shall be under the obligation of maintaining the confidentiality of the information presented during contract
performance.

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iv. To vote separately on proposals to amend the Corporate Bylaws at Shareholders
Assemblies, in such a manner that each article or group of articles that is substantially
independent can be voted on separately. In all cases, an article shall be voted on separately
if a shareholder or group of shareholders representing at least 5% of corporate capital
requests so during the meeting of the General Shareholders Assembly.
b) Duties of the Shareholders
In addition to the duties prescribed by Colombian law, such as mandatory duties for public
entities, the following are the duties that must be fulfilled by GEB S.A. ESP shareholders:
i. To act loyally. In this regard, they must abstain from partaking in acts or behaviors
that may represent a conflict of interest, as well as from disclosing to third parties or
using for their own benefit or that of third parties any information about or related to the
Company which they may have become aware of by exercising their rights. Similarly, all
their actions and decisions must be made in the best interest of GEB S.A. ESP, and not
in interest of an individual shareholder or group of shareholders.
ii. To update their contact information. The shareholders must register and update their
address or that of their legal representatives or attorneys through the Central Securities
Deposit of Colombia (DECEVAL, for the Spanish original) or through their stockbroker,
to enable GEB S.A. ESP to send them communications in a timely and effective manner.
Failure to do so will render ineffective any claims against the company for not having
received communications in a timely fashion.
c) On the Shareholders Assembly
The General Shareholders Assembly is the Company’s highest governance body. It
establishes guidelines and guides and assesses the performance of the Company’s
managers (members of the Board of Directors and legal representatives of GEB S.A. ESP),
and it is comprised by all shareholders. It is the most suitable venue for providing information
and interacting with other shareholders, and it is regulated by the Rules of the General
Shareholders Assembly. Such rules are available at the Company’s website.
In addition to what is set forth in Colombian law, the General Shareholders Assembly has
the functions and responsibilities assigned to it by the Corporate Bylaws.

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d) Operating Provisions of the General Shareholders Assembly
The meetings of the General ShareholdersAssembly may be either ordinary or extraordinary.
Ordinary meetings are held at the Company’s headquarters within the first three months of
each year at the place, date and hour determined by the CEO of GEB S.A. ESP or by the
Board of Directors in the summons. Calls for meetings must be made at least 15 business
days in advance.
Extraordinary meetings are held when unforeseen or urgent situations arise. They may
be called by the Board of Directors, the CEO of GEB S.A. ESP or the Statutory Auditor, or
when requested by a group of shareholders that represent at least a quarter of subscribed
shares. Calls for meetings must be made as a minimum five business days in advance.
Extraordinary Assembly meetings shall not decide on any matters not included in the
agenda, unless it is decided otherwise by a group of shareholders representing 70% of the
total shares represented at the meeting.
TheCompanyfacilitatesrepresentationforshareholderswhoareunabletodirectlyparticipate
in Assembly meetings by establishing the conditions in which they may be represented
and supplying them a power of attorney form, all of which is regulated in the Rules of the
General Shareholders Assembly. In addition, the Company broadcasts Assembly meetings
by electronic channels.
The members of the Board of Directors and, in particular, the Chairmen of their Committees
and the CEO of GEB S.A. ESP are invited to theAssembly to answer shareholders’ inquiries.
In order to facilitate informed decisionmaking at the Assembly, prior to the meeting the
Company shall make available via the website http://www.grupoenergiabogota.com/ all the
documentation required on the matters to be discussed, including, when applicable, certified
and audited financial statements, as well as the résumés of any proposed candidates to
the Board of Directors. Additionally, the Company books are made available at corporate
headquarters to enable shareholders to exercise their right to inspection.
II. BOARD OF DIRECTORS
The Board of Directors of GEB S.A. ESP is responsible for setting the strategic course of the
Company, for establishing corporate policies and supervising both financial and non-financial
performance in the short, medium and long term. Two Board consists of nine principal members,
each with a personal alternate, elected by the Assembly based on the electoral quotient system,

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for two-year periods. Over 25% of the members are considered independent in accordance with
the terms set forth in Colombian securities market rules, and the definition of Independence
contained in the Company’s Rules of the Board of Directors.
The members of the Board of Directors must meet the highest professional and personal
qualifications; their résumés are available at our website. For their election, the Assembly must
bear in mind the criteria set forth in the Rules of the Board of Directors.
The Board of Directors of GEB S.A. ESP has the following support committees: i. Remuneration;
ii. Finance and Investment; iii. Audit and Risk; and, iv. Corporate Governance, each of which is
chaired by an independent member of the Board of Directors. Each of the aforementioned bodies
has independent Rules that define their functions, composition and responsibilities.
a) Verification of Qualifications of Candidates to the Board of Directors
The Remuneration Committee of the Board of Directors may, at the shareholders’ request,
verify, before the election at the Assembly, that the candidates for membership of the Board
of Directors fulfill the established qualifications and requirements. To such end, all candidates
must submit the appropriate documentation to enable the Remuneration Committee to carry
out the corresponding verifications, as established in the Rules of the General Shareholders
Assembly and the Rules of the Board of Directors.
Candidates for independent membership must include a statement in their acceptance
letters whereby they assert their compliance with the Independence requirements set forth
by GEB S.A. ESP’s rules and internal provisions. Similarly, they must inform the Company
of any subsequent circumstance that may affect their status as independent members.
b) Duties and Rights of the Members of the Board of Directors
The members of the Board of Directors are subject to the Colombian regime of management
responsibility, and are required to act in accordance with the following duties:
• Diligence and care;
• Loyalty and Non-Competition; and
• Secret and NonUse of Corporate Assets.
On the other hand, the rights of the members of the Board of Directors are:

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• Information;
• Have the support of experts;
• Remuneration; and
• Permanent Training.
All of the above rights and duties are further described in the Rules of the Board of Directors,
available at the website.
c) Functions of the Board of Directors
The Board of Directors, as the highest strategic management body, establishes the
Company’s general policies, ensures fulfillment of the rights and equitable treatment of
shareholders, and ensures the stability and development of GEB S.A. ESP in the short,
medium and long term. The Board is responsible for supervising Senior Management’s
performance, for verifying the quality of all disclosed information, for establishing risk
management guidelines, and for monitoring compliance with the corporate governance
policies and arrangements required by Colombian law, or any guidelines voluntarily adopted
by GEB S.A. ESP. For the effects of this Code, “Senior Management” means the CEO, the
Vice-Presidents and all executives who report directly to the CEO of GEB
S.A. ESP.
In addition to setting general policies for the Company, the Board of Directors of GEB S.A.
ESP. decides on and provides orientation on GEB’s corporate policies.
The detailed functions of the Board of Directors are contained in the Corporate Bylaws and,
in particular, in the Rules of the Board of Directors.
d) On the Chairman and Vice Chairman of the Board of Directors
The Board of Directors selects a Chairman and a Vice Chairman from among its members.
The election is done irrespectively of whom they represent or the position they may hold.
Among the main responsibilities of the Chairman of the Board are to coordinate and plan
the functioning of the Board of Directors, to act as moderator in all debates, to oversee the
effective fulfillment of all commitments, and to act as liaison between the Board of Directors
and the shareholders. The Chairman’s functions are detailed in the Corporate Bylaws and
in the Rules of the Board of Directors.

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e) Secretary of the Board of Directors
TheBoardofDirectorsanditsCommitteeshaveaSecretary,whoseresponsibilitiesarecarried
out by the Company’s Legal and Compliance Officer. This officer’s main responsibilities are
to manage the Board’s books and minutes, to call meetings, to certify minutes and internal
documents, to serve as legal counsel and to fulfill any other duties assigned by the Board
of Directors. The Secretary’s functions are contained in the Rules of the Board of Directors.
f) On Meetings and their Operation
The Board of Directors’ operations are regulated by the Corporate Bylaws and the Rules of
the Board of Directors. In this regard, provisions have been established on aspects such as:
monthly ordinary meetings, delivery of information at least five ordinary days in advance,
and the participation of alternate members in meetings only in the absence of the principal
member. All of the above in keeping with Colombian commercial law and good corporate
governance practices.
In December of each year, the Board of Directors approves a calendar of ordinary sessions;
however, the Board may hold extraordinary meeting as many times as it deems necessary.
In general, the Board of Directors holds ordinary meetings once a month.
g) Evaluation and Remuneration of the Board of Directors
Annually, the Board of Directors, with the support of the Remuneration Committee, carries
out a self-evaluation process as a collegiate body, of its members on an individual basis,
and of its committees. The evaluation may be made with the assistance of an external
consultant, and a results report is presented to the General Shareholders Assembly.
The Shareholders Assembly approves the Board’s remuneration policy. In this regard,
Board members receive as professional fees the equivalent of five monthly legal monthly
minimum wages for their participation in each session of the Board, for up to two meetings
in the same month. Committee members receive, for their participation in each meeting, the
equivalent of 75% of the currently valid fees for meetings of the Board of Directors, for up to
two Committee sessions within the same month.

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III. SENIOR MANAGEMENT
The CEO of GEB S.A. ESP. is the Company’s highestranking executive, as well as the head of
GEB. He or she is selected by the Board of Directors for periods of two years, and must fulfill
requirements related to qualifications, experience and leadership, and may be reelected for an
indefinite number of periods or removed at any time. The CEO has three alternates to replace
him or her during any temporary or absolute absence, in the order in which they are listed.
Annually, the Board of Directors of GEB S.A. ESP assesses the CEO’s performance, in compliance
with the parameters set by the Board itself. The CEO’s remuneration includes both a fixed and
a variable component; the latter is based on the results of the performance assessment, and is
intended as an incentive for the achievement of Company goals.
According to the Corporate Bylaws, the members of Senior Management are appointed by
the CEO of GEB S.A. ESP, in accordance with the corporate structure defined by the Board of
Directors.
As the parent company of GEB, GEB S.A. ESP’s Senior Management also defines strategy at
the corporate level. In this sense, it defines guidelines and makes decisions to coordinate and
develop synergies among the Group’s different Companies and the Strategic Business Groups.
In addition, the management teams of the Strategic Business Groups carry out their functions
in a competitive environment, which implies designing and executing each group’s strategy in
coordination with GEB S.A. ESP’s Senior Management.
IV. CONTROL ENVIRONMENT
a) Internal Control
The Internal Control system comprises the policies and procedures set forth by GEB S.A.
ESP to provide reasonable assurance regarding management and followup of corporate
risks, to ensure the reliability of financial information, compliance with regulations, the
safekeeping of assets and, in general, to support the Company in achieving its objectives.
The Board of Directors, with the support of the Audit and Risk Committee, is responsible for
approving the general strategies and policies related to the Internal Control system, as well
as for monitoring their appropriate implementation.

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The Company’s Internal Control system is framed within the standards of COSO (Committee
of Sponsoring Organizations of the Treadway Commission) and the principles of selfcontrol,
self-regulation, self-management, effectiveness and efficiency. The internal control policies
established by GEB S.A. ESP are made extensive to Group companies.
b) Internal Auditor
The Company has an independent Internal Auditing Department that reports to the Board
of Directors through the Audit and Risk Committee, and which reports administratively to
Company’s CEO.
The Internal Auditing Department is responsible for performing assessments of Internal
Control based on risk analysis and COSO elements, and for making recommendations for
continuous improvement.
The functions and responsibilities of the Internal Audit Department are set forth in the
Internal Audit Statute.
c) Statutory Auditor
The Company also has a StatutoryAuditor appointed by the General ShareholdersAssembly
for a period of two years. The Statutory Auditor’s functions, qualifications, form of election
and responsibilities are set forth in the Corporate Bylaws. The General Shareholders
Assembly sets the remuneration for the Statutory Auditor.
The Statutory Auditing firm can only be contracted for a maximum of ten continuous years;
after such time, the firm must be replaced. In all cases, all the Statutory Auditing team
members assigned to the Company must be changed every five years.
The Statutory Auditor must be at all times clearly independent from the Company, and such
independence status must be reasserted in all audit reports presented to the shareholders.
GEB S.A. ESP and the other GEB Companies shall not retain the Statutory Auditing firm to
perform any services other than Statutory Auditing.
d) External Audits
According to the Public Utility Services Law, GEB S.A. ESP is required to contract and
perform an external audit of management and of results, including an assessment on the

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organizational architecture, business and technical management, the internal control system,
the management and results plan, financial viability and an opinion on the Company’s risk
levels.
The results of this audit are presented in the Annual External Management Audit Report and
published in the Company’s website.
e) Risk Management
GEB S.A. ESP’s Risk Management system aims to increase the trust of GEB stakeholders,
to guarantee business continuity, to reduce uncertainties and operate in a transparent
manner.
The Company’s risk management is based on the principle of selfcontrol, which is why it is
the duty of all areas of GEB S.A. ESP to ensure prudent risk management as an integral
part of doing business. The consolidated risks report of both the Company and GEB are
presented periodically to the Audit and Risk Committee and the Board of Directors.
Comprehensive risk management at GEB S.A. ESP and other GEB companies is regulated
by the Risk Management Policy.
V. DISCLOSURE OF INFORMATION
GEB S.A. ESP, in its capacity of local and international securities issuer, fulfills the highest
standards of transparency and disclosure of financial and nonfinancial information, in accordance
with applicable law, the guidelines set forth by the Financial Superintendence of Colombia, as
well as the commitments taken on during each of the respective issues. Currently, GEB S.A. ESP
participates in the Investor Relations – IR Award granted by the Colombian Securities Exchange
to companies with high standards of disclosure of information to their investors.
In addition, the Company supplies all information in compliance with the provisions of the
Comprehensive Securities Market Information System (SIMEV, for the original in Spanish) of the
Financial Superintendence of Colombia.
With the exception of confidential information, the Company shall supply general information in
accordance with the methodology and periodicity established by the Board of Directors and the
applicable securities market rules, in order to provide shareholders and other investors timely

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and accurate information for their investment decisions.
The information disclosed by GEB S.A. ESP is subject to the guidelines contained in applicable
law, as well as in GEB S.A. ESP rules and internal policies on disclosure of information3
.
a) Annual Corporate Governance Report
As an additional information channel for its shareholders and the general public, GEB S.A.
ESP prepares an annual Corporate Governance Report, issued by the Board of Directors.
This report is submitted to the General Shareholders Assembly, following a review by the
Audit and Risk Committee, and is available on the website.
b) Investor Relations
GEB S.A. ESP has a Financing and Investor Relations Department that is responsible
for addressing shareholder inquiries regarding Company shares, via the following email
address: ir@geb.com.co. Additionally, the website includes a link to supply information to
investors.
VI. SOCIAL RESPONSIBILITY
Aware of how important sustainability is for the GEB, GEB S.A. ESP has issued a series of
guidelines and provisions aimed at promoting effective relationships with stakeholders, and
particularly with the communities where it has presence. These definitions are complemented by
the work done by the GEB Foundation and the shared value initiatives promoted by GEB. Within
this context, GEB S.A. ESP has a number of corporate policies on environmental, corporate
citizenship and sustainability matters, all of which reflect the commitments made on these matters
and which are available at the Company’s website (www.grupoenergiabogota.com).
VII. ON CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
a) General Provisions
The rules for handling conflicts of interest have been compiled in the Company’s Code of
Ethics and include, among other aspects, the definition of conflict of interest and the officers
3. Confidential information is defined as any information that exclusively concerns the members of the Board of Directors, the
CEO, Vice-Presidents and Directors, and the dissemination of which could put the Company’s business at risk, affect third
parties’ rights or compromise the company’s business strategies and competitiveness. All persons associated with GEB S.A. ESP
shall handle information classified as confidential with extreme care, especially in the case of matters related to its competitive
advantage and corporate strategy.

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responsible for verifying their appropriate management.
GEB S.A. ESP’s Code of Ethics establishes that in the event of a conflict of interest, or when
in doubt of its potential existence, the person who has such conflict of interest must abstain
from participating either directly or indirectly in the activities and decisions related to the
situation that creates such conflict of interest. In addition, the person must also report the
situation in full detail and in writing to his/her respective direct supervisor.
In the particular case of the members of the Board of Directors, they have the duty of
reporting any direct or indirect relations with the Company, suppliers, clients or any other
stakeholder that may lead to situations of conflict of interest.
The members of the Board of Directors shall report to the Board of Directors any situation
that creates a conflict of interest, in which case GEB S.A. ESP’s provisions on conflicts of
interest management shall apply. Any doubt on whether an actual conflict of interest exists
shall not exempt a member of the Board of Directors from the obligation of abstaining from
participating in the respective activities and decisions.
b) Conditions for Share Disposal
The Company’s managers shall not, either personally or through a third party, dispose of
or acquire Company stock while in office, except in cases of non-speculative transactions,
subject to prior and express authorization from the Board of Directors.
c) Provisions on Transactions with Related Parties
The Board of Directors defines the manner in which transactions, agreements or material
contracts involving related parties are to be approved. A related party is defined as set forth
in International Accounting Standard N° 24 (IAS 24) and other applicable local regulations.
In general, such acquisitions or transactions must be performed in the same terms and
conditions as those used by GEB S.A. ESP. with non-related parties4
, i.e., on an arm’s length
basis. GEB S.A. ESP discloses such transactions in the notes to its financial statements
and in the Annual Corporate Governance Report, in compliance with Colombian legislation
on the matter.
d) Code of Ethics and Ethical Channel
The Code of Ethics of GEB S.A. ESP promotes ethical behavior at all levels, including
4. El GEB considera terceros no relacionadas a todas aquellas personas naturales o jurídicas que no se encuentren clasificadas
como parte relacionada.

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the members of the Board of Directors, Senior Management, employees and contractors
of the Company. The aim is to mitigate all risks associated with unethical behavior. The
Company also has an Ethical Channel available for stakeholders in order to receive reports
or inquiries regarding events of fraud, conflicts of interest or undue or illegal conducts, at the
Company’s website (www. grupoenergiabogota.com).
Additionally, the Company has other corporate policies in place to promote coordinated action
against fraud or corruption at the local level and in all jurisdictions where GEB operates,
with the objective of promoting transparent management and deterring misconducts.
VIII. DISPUTE RESOLUTION
a) Arbitration
According to the Corporate Bylaws, any dispute between shareholders or between
shareholders and the Company or its Board of Directors, may be submitted to an arbitration
process, by means of a tribunal comprised by three arbiters jointly appointed by the parties,
or if no agreement is reached for such appointment, by the Center for Arbitration and
Reconciliation of the Chamber of Commerce of Bogotá, whose rulings shall be made by law.
The arbiters’ decisions shall be subject to appeals by means of a motion to overturn the
ruling, and/or by means of a motion for extraordinary review, in the cases and according to
the procedures foreseen by Law.
b) Protection of Shareholders by the Financial Superintendence of Colombia
Due to its status of securities issuer, any number of GEB S.A. ESP shareholders representing
less than 10% of total shares outstanding and which are not represented in the Company’s
management, may appeal to the Financial Superintendence of Colombia when they
consider that their rights have been directly or indirectly affected by decisions of the General
Shareholders Assembly or of management.

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X. FINAL PROVISIONS
It is the duty of the Board of Directors, as well as of the CEO and the Legal and Compliance
Officer of GEB S.A. ESP, to supervise compliance with the Corporate Governance Code.
The shareholders may demand effective compliance with the present Code through the
Board of Directors or through the Corporate Governance Committee, by means of a duly
supported written petition.
The present Corporate Governance Code shall become effective upon its approval by the
Board of Directors, and any amendments made thereto are to be announced in a newspaper
of national circulation, as well as duly informed and published in GEB S.A. ESP website.

Corporate Governance Code

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